IB Acquisition Corp. filed a Form 8-K/A on September 23, 2026, amending its earlier Current Report dated September 19, 2026, to add a description of the Commitment Note issued under the Equity Purchase Facility Agreement and to include a subheading for Item 3.02 relating to unregistered sales of equity securities.

Key Highlights

  • Up to $50.0 million equity line: The Company entered into an Equity Purchase Facility Agreement on September 15, 2026, giving it the right to sell up to $50.0 million in newly issued Class A common stock to an institutional investor.
  • Commitment Note of $675,000: As consideration for the investor's commitment, the Company will issue a convertible promissory note with a principal amount of $675,000 upon closing of the business combination with GNQ Insilico, Inc.
  • Initial conversion price of $10.00 per share: The Commitment Note is convertible at the option of the holder into Common Shares at an initial conversion price of $10.00 per share, subject to adjustment.
  • 12% annual interest rate: The Commitment Note bears interest at 12% per annum, rising to 18% per annum upon an event of default.
  • 36-month commitment period: The equity purchase commitment period runs for up to 36 months following the effectiveness of the initial registration statement, subject to early termination.
  • Post-combination ticker "GNQI": The Common Shares will be listed on the Nasdaq Global Market under the symbol "GNQI" following the closing of the business combination with GNQ.
  • GNQ guarantee: The obligations of the Company under the Commitment Note are guaranteed by GNQ pursuant to a guarantee agreement.

IB Acquisition Corp.'s Equity Facility and Commitment Note Terms Detailed in 8-K/A

According to the filing, IB Acquisition Corp. (NASDAQ:IBAC), an emerging growth company incorporated in Nevada, entered into an Equity Purchase Facility Agreement on September 15, 2026, with a certain institutional investor in connection with its pending business combination with GNQ Insilico, Inc. Under the agreement, the Company has the right, but not the obligation, to sell up to $50.0 million in aggregate gross purchase price of newly issued shares of Class A common stock, par value $0.0001 per share. The purchase price for each advance will be based on the volume weighted average price of the Common Shares during an applicable pricing period, the filing disclosed.

The filing specifies that the Equity Purchase Agreement includes a 4.99% beneficial ownership limitation on the investor, which may be increased to 9.99% upon prior notice, and an exchange cap of 19.99% of outstanding Common Shares unless stockholder approval is obtained. As consideration for the investor's commitment, the Company will issue a convertible promissory note with a principal amount of $675,000 at the closing of the business combination. The Commitment Note matures on the twelve-month anniversary of its issuance date and bears interest at 12% per annum, payable monthly in arrears, with the interest rate increasing to 18% per annum upon an event of default, according to the filing.

The filing further states that the Company may redeem all or any portion of the outstanding Commitment Note in cash at a redemption price equal to the greater of 135% of the conversion amount being redeemed or a formula based on the alternate conversion price and the greatest closing sale price during the applicable measurement period. All payments under the Commitment Note rank junior to the PIPE Notes and the Existing Loan and Security Agreement, and rank senior to all other indebtedness of the Company and its subsidiaries other than permitted indebtedness secured by permitted liens, the filing disclosed. Separately, the Company and the investor entered into a Registration Rights Agreement requiring the Company to file a registration statement covering the resale of the Common Shares and Commitment Shares.

What Was Disclosed

This amended filing disclosed the terms of a $50.0 million Equity Purchase Facility Agreement, the form and terms of a $675,000 Commitment Note convertible at $10.00 per share, and a Registration Rights Agreement, all entered into on September 15, 2026, in connection with the pending business combination with GNQ Insilico, Inc.